Amazon 2020 Special Meetings & More

Amazon 2020 annual meeting is 5/27/2020 at 9AM Pacific virtually by entering the eligible shareholder’s 16-digit control number found on the proxy card. To enhance long-term value: Vote AGAINST Ryder. Auditor, Pay, 25% threshold, Viewpoint. Vote FOR all shareholder proposals except #12. See list of all virtual-only meetings maintained by ISS.

Amazon, engages in the retail sale of consumer products and subscriptions in North America and internationally. The company operates through three segments: North America, International, and Amazon Web Services (AWS). Reading through almost 100 pages of the proxy takes too much time for most. Your vote could be crucial. Below, how I voted and why.

If you have read these posts related to my portfolioand proxy proposals for the last 24 years and trust my judgment, skip the 14 minute read. See how I voted in my ballot. Voting will take you only a minute or two. Every vote counts.

I voted with the Board’s recommendations 40% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A).

Read Warnings below. What follows are my recommendations on how to vote the proxy in order to enhance corporate governance and long-term value.

Amazon 2020 Proxy Voting Guide: Board Proposals

1. Amazon 2020 Directors

Egan-Jones Proxy Services recommends Against 1H) Thomas O. Ryder who has served for 10 years or more, so should no longer be considered independent nor should he serve on compensation, audit or nominating committees.

Vote: Against 1H) Thomas O. Ryder

2. Ratification of Independent Auditor

I have no reason to believe the auditor engaged in poor accounting practices or has a conflict of interest. Egan-Jones recommends voting against the auditor if they served for seven years. Independence becomes compromised by that time. Ernst & Young, LLP has served more than seven years. No other issues appear significant.

Vote: AGAINST

3. Executive Compensation

Amazon 2020 Summary Compensation Table shows the highest paid named executive officer (NEO) was SVP Jeffrey M. Blackburn at $57.8M. I’m using Yahoo! Finance to determine market cap ($1.2T) and I define large-cap as $10B, mid-cap as $2-10B, and small-cap as less than $2B. Amazon is a mega-cap company.

According to MyLogIQ, the median CEO compensation at large-cap corporations was $12.2M in 2019. Amazon shares outperformed during the last one, two and five year time periods. The ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees was 1:58 because Bezos earns most of his money through share appreciation, not his $1.7M pay package.

We believe that the Company’s compensation policies and procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders and necessary to attract and retain experienced, highly qualified executives critical to the Company’s long-term success and the enhancement of shareholder value.

Given the far above median pay and my general concerns about inequality, I voted AGAINST.

Vote: AGAINST

4. Reduce Threshold to Call Special Meeting

The Board is proposing to lower the threshold for shareholders to call a special meeting from 30% to 25% of shares. This is in response to my proposal to reduce the threshold to 20%. See #14 below. E-J recommends For. I am voting Against, in hope that, against all historical precedent, more votes will be cast for #14 than #4.

Vote: AGAINST

Amazon 2020 Shareholder Proposals

5. Report on Management of Food Waste

JLens Investor Network seeks a report on the environmental and social impacts of food waste generated from the company’s operations. E-J recommends Against, since Amazon’s Whole Foods is already doing a better job than most of its competitors in this area. A report costs very little and could be helpful in determining next steps. Vote For.

Vote: FOR

6. Report on Customers’ Use of its Surveillance and Computer Vision Products or Cloud-Based Services

The Sisters of St. Joseph of Brentwood; American Baptist Home Mission Society; Maryknoll Sisters; Province of St. Joseph of the Capuchin Order (Midwest Capuchins); Sisters of Charity of St. Elizabeth, NJ; Sisters of St. Francis of Philadelphia; Sisters of St. Joseph of Peace, NJ; Sisters of the Holy Names of Jesus and Mary, US Ontario Province; and Unitarian Universalist Association request a report determine whether customers’ use of its surveillance and computer vision products or cloud-based services contributes to human rights violations.

E-J shares Amazon’s belief that governments should work quickly to put in place a regulatory framework for facial recognition technology to ensure it is used appropriately, so recomends Against. I think the requested report would aid such efforts, so voted FOR.

Vote: FOR

7. Report on Potential Human Rights Impacts of Customers’ Use of Rekognition

John Harrington requests independent study of Rekognition and report to shareholders regarding threats to privacy/civil rights, use by authoritarian governments, good will and financial risks. Similar to the proposal above. E-J recommends Against for same reasons. Facial recognition can be used for good or bad, so I endorse.

Nathan Cummings Foundation ask for a report on efforts to address hate speech and the sale or promotion of offensive products throughout its businesses. E-J recommends Against for similar reasons as proposals above. I endorse.

Vote: FOR

9. Independent Board Chair

This good governance proposal comes from the AFL-CIO Reserve Fund. I voted FOR. An independent Chairman is best positioned to build up the oversight capabilities of our directors while our CEO addresses the challenging day-to-day issues facing the company. The roles of Chairman of the Board and CEO are fundamentally different and should not be held by the same person. There should be a clear division of responsibilities between these positions to insure a balance of power and authority on the Board.Many boards and investors assume a false equivalency between rights of written consent and special meetings. However, any shareholder, regardless how many (or few) shares she owns, can seek to solicit written consents on a proposal.

Recently shareholders voted a majority of shares in favor of a similar proposal at Boeing,

Egan-Jones writes:

We believe that there is an inherent potential conflict, in having an Inside director serve as the Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and CEO and that the Chairman be independent to further ensure board independence and accountability. After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones’ Proxy Guidelines, we recommend a vote FOR this Proposal.

We believe that disclosure of gender pay gap is material to shareholders as this would provide a valuable additional metric for evaluating and voting on executive compensation practices and Say-on-Pay proxy proposals.

Vote: FOR

11. Report on Reducing Environmental and Health Harms to Communities of Color

A long list of individuals request a report, describing efforts, above and beyond legal and regulatory compliance, to identify and reduce disproportionate environmental and health harms to communities of color, associated with past, present and future pollution from its delivery logistics and other operations.

E-J recommends Against, since the “proposal will duplicate its efforts that are already in place.” If that is the case, the cost of the requested report will be minimal. Vote For.

Vote: FOR

12. Report on Viewpoint Discrimination

The National Center for Public Policy Research (Amy Ridenour and David A. Ridenour) requests a report, at reasonable cost and omitting proprietary information, evaluating the range of risks and costs associated with discriminating against different social, political, and religious viewpoints. These are the same people who have been trying to get a proposal through at Apple to identify the “ideology” of each director.

E-J recommends For, since “there is increasing recognition that company risks related to discrimination can adversely affect shareholder value.” I see it as aimed at furthering a right-wing agenda. Vote Against.

Vote: AGAINST

13. Report on Promotion Velocity

Five individuals requests a report, as soon as practicable, disclosing promotion velocity rates at Amazon. Promotion velocity is defined as the time it takes from the date of hire to promotion, or between one promotion and the next.

E-J recommends Against, “given Amazon’s commitment to diversity and inclusion and the efforts to bring more women and minorities into leadership positions, we believe that approval of this proposal will duplicate its efforts that are already in place.” Again, if that is the case, the cost of the requested report will be minimal. Vote For.

Vote: FOR

14. Reduce Threshold for Shareholders to Call Special Meeting

James McRitchie requests the Board give holders with an aggregate of 20% net long of our outstanding common stock the power to call a special shareowner meeting, instead of the current requirement of 30%.

E-J recommends Against, “We do not believe it is appropriate to enable holders of below 25% of the common stock to have an unlimited ability to call special meetings for any purpose at any time.”

In response to my proposal, the Board seeks to reduce the threshold from 30% to 25% in proposal #4. That threshold would still among the highest levels required, especially considering the size of Amazon.

Many companies have a threshold as low as 10%. Getting 30% of shareholders to agree to a meeting under urgent circumstances would be too difficult, as would 25%. The requested 20% is a reasonable compromise.

I ask that you vote Against proposal #4 and FOR proposal #14. Reduce the special meeting threshold to 20%.

Vote: FOR

15. Human Rights Risk Assessment

Oxfam America and co-filers Sisters of St. Francis Charitable Trust, Zevin Asset Management LLC on behalf of the Phyllis Ewen Trust, and Warren Wilson College request a Human Rights Impact Assessment, examining the actual and potential impacts of one or more high-risk products sold by Amazon or its subsidiaries.

E-J endorses, “We believe that the adoption of a more comprehensive human rights policy, coupled with implementation, enforcement, independent monitoring, and transparent, comprehensive reporting will assure shareholders of the Company’s global leadership.”

Vote: FOR

16. Report on Lobbying Payments and Policy

Newground Social Investments, on behalf of Bryce Mathern, requests preparation of an annual report that discloses Amazon’s:

Policies and procedures that govern lobbying, both direct and indirect, and its grassroots lobbying communications.

Payments that are used for: (A) direct or indirect lobbying, or (B) grassroots lobbying communications – in each case including the amount of the payment and the recipient.

Board and management decision-making processes, and oversight for making the payments described above.

E-J believes “the proposal seeks unnecessary line-item disclosure of lobbying expenditures. We believe that the requested report is unnecessary and would require expenditures and the use of Company resources without providing any meaningful benefit to the shareholders.”

This is a standard language proposal, similar to many aimed at fulfilling the disclosure intent of Supreme Court decision in Citizens United, which assumed shareholders would be able to monitor lobbying and political disclosures. However, such expenditures are not disclosed. There can be no accountability without such disclosures.

Vote: FOR

Amazon 2020 CorpGov Recommendations

Proxy Insight reported no votes in advance of the meeting as of when I last checked but may have by the time you read this.

Looking up a few funds announcing votes in advance, NYC Pensions voted AGAINST Ryder, #4 Special Meetings, #10 Gender/Pay Gap, #12 Viewpoint. They voted FOR everything else, including #14 Special Meetings. I was delighted to see that vote against #12 and for #14. Trillium voted Against all directors, Executive Pay and #12 Viewpoint. Calvert voted For all items except #9 independent chair and #12 so-called Viewpoint Discrimination report.

CorpGov Votes:

Directors: Against 1H) Thomas O. Ryder

Auditor: AGAINST

Executive Pay: AGAINST

Reduce Special Meeting Threshold to 25% of Shares: AGAINST

Report on Food Waste: FOR

Report on Surveillance: FOR

Report on Human Rights re use of Rekognition: FOR

Report on Hate Speech & Offensive Products: FOR

Independent Board Chair: FOR

Report on Global Median Gender/Racial Pay Gap: FOR

Report on Reducing Environmental and Health Harms: FOR

Report on Viewpoint Discrimination: AGAINST

Report on Promotion Velocity: FOR

Reduce Special Meeting Threshold to 20% of Shares: FOR

Human Rights Risk Assessment: FOR

Report on Lobbying Payments and Policy: FOR

Amazon 2020: Mark Your Calendar

To be considered for inclusion in the proxy statement and proxy card for the 2021 Annual Meeting, proposals of shareholders pursuant to Rule 14a-8under the Securities Exchange Act of 1934 and shareholder director nominations pursuant to the proxy access provisions of the Bylaws must be submitted in writing to the Corporate Secretary of Amazon. com, Inc., at the address of our principal offices (see “General” on page 1 of this Proxy Statement), and must be received no later than 6:00 p.m., Pacific Time, on Thursday, December 17, 2020 and, in the case of a proxy access nomination, no earlier than Tuesday, November 17, 2020. The submission of a shareholder proposal or proxy access nomination does not guarantee that it will be included in our proxy statement.

Warnings

Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime). I generally vote against pay packages where NEOs were paid above median in the previous year but make exceptions if warranted. According to Bebchuk, Lucian A. and Grinstein, Yaniv (The Growth of Executive Pay), aggregate compensation by public companies to NEOs increased from 5 percent of earnings in 1993-1995 to about 10 percent in 2001-2003.

Few firms admit to having average executives. They generally set compensation at above average for their “peer group,” chosen by aspiration. While the “Lake Woebegone effect” may be nice in fictional towns, “where all the children are above average,” it doesn’t work well for society to have all CEOs considered above average, with their collective pay spiraling out of control. We need to slow the pace of money going to the 1% if our economy is not to become third world. The rationale for peer group benchmarking is a mythological market for CEOs. For more on the subject, see CEO Pay Machine Destroying America.